20021030Order No 29144.doc

BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION

IN THE MATTER OF THE APPLICATION OF PACIFICORP FOR AUTHORITY TO ISSUE AND SELL UP TO 50,000,000 SHARES OF ITS COMMON STOCK TO ITS PARENT )
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CASE NO. PAC-E-02-4

ORDER NO. 29144

On September 30, 2002, PacifiCorp (Company) filed its Application in this case pursuant to Chapter 9, Title 61, of the Idaho Code and the Commission’s Rules of Procedure (IDAPA 31.01.01.141-.150) requesting an order authorizing the Company to issue and sell, from time to time and for cash, up to 50,000,000 shares of its Common Stock (Shares) to PacifiCorp Holdings, Inc., a Delaware corporation and the Company’s immediate corporate parent (Parent).
According to the Application, the proposed sales and issuances of the Shares are part of an overall financing plan to benefit the Company by strengthening its balance sheet and increasing its equity. Proceeds from the short-term borrowings will be used for the acquisition of utility property; the construction, completion, extension or improvement of utility facilities; the improvement or maintenance of service; the discharge or lawful refunding of obligations which were incurred for utility purposes; or the reimbursement of the Company’s treasury for funds used for the foregoing purposes; all as permitted under Idaho Code § 61-901.
PacifiCorp proposes to issue and sell the Shares to its Parent at a purchase price not less than the book value of the Common Stock, determined as of the last day of the month prior to each issuance. Exhibit D to the Company’s Application sets forth the Company’s pro forma capital structure, based on the Company’s audited financial statements for the quarter ended June 30, 2002, and after giving effect to an assumed issuance of 30,000,000 shares of Common Stock to its Parent with an aggregate purchase price of $300,000,000.
The Company has paid the fees required by Idaho Code § 61-905.
FINDINGS OF FACT AND CONCLUSIONS OF LAW
The Company was incorporated under Oregon law in August 1987 for the purpose of facilitating consummation of a merger with Utah Power & Light Company, a Utah corporation, and changing the state of incorporation of PacifiCorp from Maine to Oregon. The Company uses the assumed business names of Pacific Power & Light Company and Utah Power & Light Company within their respective service territories located in the states of California, Idaho, Oregon, Utah, Washington and Wyoming. The Company is an electrical corporation within the definition of Idaho Code § 61119 and is a public utility within the definition of Idaho Code § 61129.
The Idaho Public Utilities Commission has jurisdiction over this matter pursuant to the provisions of Idaho Code § 61901 et seq., and the Application reasonably conforms to Rules 141 through 150 of the Commission’s Rules of Procedure (IDAPA 31.01.01.141-.150).
The method of issuance of the Shares is proper.
The general purposes to which the proceeds will be put are lawful purposes under the public utility laws of the State of Idaho and are compatible with the public interest. However, the Commission’s approval of the general purposes to which the proceeds will be put is neither a finding of fact nor a conclusion of law that any particular construction program of the Company which may be benefited by the approval of this Application has been considered or approved by this Order, and this Order shall not be construed to that effect.
The issuance of an Order authorizing the proposed financing does not constitute agency determination/approval of the type of financing or the related costs for ratemaking purposes, which determination the Commission expressly reserves until the appropriate proceeding.
The Application should be approved.
O R D E R
IT IS THEREFORE ORDERED that the Application of PacifiCorp to issue and sell, from time to time and for cash, up to 50,000,000 shares of Common Stock to its Parent is hereby granted.
IT IS FURTHER ORDERED that this authorization shall remain effective until all the Shares have been issued.
IT IS FURTHER ORDERED that this authorization is without prejudice to the regulatory authority of this Commission with respect to rates, service, accounts, valuation, estimates, or determination of costs, or any other matter that may come before this Commission pursuant to this jurisdiction and authority as provided by law.
IT IS FURTHER ORDERED that nothing in this Order and no provision of Chapter 9, Title 61, Idaho Code, or any act or deed done or performed in connection with this Order shall be construed to obligate the State of Idaho to pay or guarantee in any manner whatsoever any security authorized, issued, assumed, or guaranteed under the provisions of Chapter 9, Title 61, Idaho Code.
IT IS FURTHER ORDERED that PacifiCorp shall file the following as they become available:
1. The “Report of Securities Issued” required by 18 CFR § 34.10.
2. Verified copies of any agreement entered into in connection with the Company’s sale and issuance of the Shares to its Parent.
3. A verified statement setting forth in reasonable detail the disposition of the proceeds of each sale and issuance of the Shares pursuant to this Order.
IT IS FURTHER ORDERED that issuance of this Order does not constitute acceptance of PacifiCorp’s exhibits or other material accompanying the Application for any purpose other than the issuance of this Order.
THIS IS A FINAL ORDER. Any person interested in this Order (or in issues finally decided by this Order) may petition for reconsideration within twenty-one (21) days of the service date of this Order with regard to any matter decided in this Order. Within seven (7) days after any person has petitioned for reconsideration, any other person may cross-petition for reconsideration in response to issues raised in the petition for reconsideration. See Idaho Code § 61-626.

DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this
day of October 2002.

PAUL KJELLANDER, PRESIDENT

MARSHA H. SMITH, COMMISSIONER

DENNIS S. HANSEN, COMMISSIONER

ATTEST:

Jean D. Jewell
Commission Secretary

O:PACE0204_tc_ws
ORDER NO. 29144 1

ORDER NO. 1

Office of the Secretary
Service Date
October 31, 2002